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ScanSource Corporate Governance

The Board of Directors for the Company provides oversight to the CEO and other senior managers in their conduct of business, with the goal of building long-term shareholder value. The Board also provides periodic review of management’s performance and the Company’s organizational structure, as well as guidance, review, and—when appropriate—approval of corporate strategy. A majority of the Directors at all times are, and will be, independent. Independence is determined in accordance with NASDAQ rules.

The Directors also take corporate action through the Committees of the Board, which include the following:

Through the Audit Committee, oversee the accounting and financial-reporting process of the Company and the audits of the Company’s financial statements.

Through the Compensation Committee, and with advice from the CEO, determine compensation for officers and approve awards of equity-based compensation.

Through the Nominating Committee, identify individuals qualified to serve on the Board of Directors, consistent with criteria approved by the Board.

Through the Governance Committee, oversee responsibilities under the NASDAQ listing standards, the Company’s articles of incorporation and by-laws, and South Carolina law.

The Company is committed to upholding the highest level of ethical conduct in all matters. The Company encourages its employees to bring to management’s attention any potentially unethical or illegal activity or violation of Company policy, and it even provides a toll-free phone number employees may use to report such activity anonymously, if they so choose. The Board will periodically review the Company’s Code of Conduct and the Company’s efforts to create an ethical environment for the conduct of business.

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